* Bramson's Sherborne wins two board seats
* Electra Chairman Roger Yates resigns
* Sherborne to conduct strategic review (Recasts, adds Electra chairman resignation, detail)
By Freya Berry
LONDON, Nov 5 (Reuters) - Activist investor Edward Bramsonstaged a dramatic coup at British private equity firm Electra, narrowly winning a seat on the board and prompting theresignation of its chairman after almost two years of battlingmanagement and its strategy.
In a tense shareholder meeting on Thursday, investors inElectra, whose holdings include the restaurant chain TGI Fridaysin Britain, voted 53.5 percent in favour of the resolution byBramson's investment vehicle Sherborne to appointBramson to the board.
Barely two hours later Electra Chairman Roger Yatesannounced his resignation, to be replaced for now bynon-executive director and former Bank of England MonetaryPolicy Committee member Kate Barker. The company said it wouldseek a new independent chairman.
The enigmatic Bramson has become the largest shareholder inElectra, one of the City of London's oldest private equityfirms, since revealing a holding in February 2014. He firstattempted to join the board a year ago but was rejected.
Bramson has criticised Electra for a lack of openness andsaid there is more value to be found in the company's portfolio,although he has never given specifics on how that is to beachieved.
The bitter exchanges between the New York-based investor andthe British firm have played out as a clash of personalities andcultures as much as a dispute over disclosure, boardindependence and debt levels.
A source close to the company said that, excluding Bramsonwho holds around a third of Electra's voting rights, just 15percent of remaining shareholders who voted had backed theactivist.
FIREWORKS
The stand-off lasted barely 45 minutes in front of anaudience of about 60 in a conference room at London firm Allen &Overy -- a change from last year's grander setting in thehistoric Saddlers Hall, near St Paul's Cathedral.
A hush descended following Yates's announcement of theresults. Bramson, flanked by advisers, declined to comment onhis victory but did crack a smile.
Former Sherborne Chairman Ian Brindle will also join theboard.
Despite the drama, share price reaction was muted. Electra'sshares were down 0.3 percent to 35.85 pounds at 1510 GMT.
Sherborne will conduct a strategic review of Electra, justmonths after Electra concluded one of its own. That led to itslashing management fees and paying its first-ever dividend. Itslatest results showed returns of 25 percent.
Bramson presently holds almost 30 percent of Electra. He hashistory with British financial institutions, orchestrating a2011 boardroom coup at F&C Asset Management.
In a country unused to shareholder activism, it's enough tostrike fear into any management's hearts.
The showdown came on Bonfire Night when Britons commemoratean attempt to blow up parliament by burning effigies ofconspirator Guy Fawkes.
"A lot of us know who we'd like to put on top of thebonfire," said one private shareholder, in an impassioneddefence of Electra before the vote. ($1 = 0.6566 pounds)
(Reporting by Freya Berry, additional reporting by EmilianoMellino; Editing by Elaine Hardcastle and Keith Weir)
